STOCK PURCHASE
AGREEMENT , dated as of September 1, 2005 (this “
Agreement ”), between Ceres Group, Inc., a Delaware
corporation (“Ceres”), and International Managed Care,
LLC, a Delaware limited liability company (“ IMC
”) and International Managed Care (Bermuda), L.P., a Bermuda
limited partnership (“ IMC Bermuda ”) (each a
“ Seller ” and together “ Sellers
”).
A. Sellers
own 2,381,670 shares of Ceres’ common stock, par value $.001
per share (the “ Common Stock ”); and
B. Ceres
desires to purchase from Sellers, and Sellers desire to sell to
Ceres, 1,000,000 shares of Common Stock (with IMC selling 670,236
shares and IMC Bermuda selling 329,764 shares, collectively, the
“ Shares ”), upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in
consideration of the premises, and the mutual covenants and
agreements herein set forth, the parties hereto hereby agree as
follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
SECTION 1.1
Purchase and Sale of Shares . At the Closing, upon the terms
and subject to the conditions of this Agreement, Sellers shall
sell, transfer and deliver to Ceres, and Ceres shall purchase from
Sellers, all of the Shares. The aggregate purchase price to be paid
by Ceres for all of the Shares shall be $5,920,000 (with IMC
receiving $3,967,797.12 and IMC Bermuda receiving 1,952,202.88,
collectively, the “ Purchase Price ”). The
Purchase Price shall be paid in cash, in its entirety, by wire
transfer in immediately available funds, to one or two accounts
designated by each of IMC and IMC Bermuda.
SECTION 1.2
Closing Date . The closing of the purchase and sale of the
Shares (hereinafter called the “ Closing ”)
shall take place on September 8, 2005.
SECTION 1.3
Transactions to be Effected at the Closing . At the Closing,
Ceres shall deliver the Purchase Price to the Sellers against
delivery of the Shares to Ceres. Each Seller shall deliver
certificates for the Shares being sold by it endorsed in blank or
accompanied by stock powers endorsed in blank with signatures
guaranteed by a bank or trust company or broker-dealer that is a
member of the New York Stock Exchange, all in form reasonably
acceptable to Ceres.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
SECTION 2.1
Authorization and Validity of Agreement . Each Seller has
all requisite power to execute, deliver and perform under this
Agreement. The execution, delivery and performance by each Seller
of this Agreement and the consummation by each Seller of the
transactions contemplated hereby have been duly authorized by all
necessary action. This Agreement has been duly executed and
delivered by each Seller and, assuming due authorization, execution
and delivery by Ceres, is a legal, valid and binding obligation of
each Seller, enforceable against each Seller in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally and
general equitable principles (whether considered in a proceeding in
equity or at law).
SECTION 2.2 No
Conflict . The execution and delivery by each Seller of, and
the performance by each Seller of its obligations under, this
Agreement will not contravene or conflict with any provision of
applicable law, or the certificate of incorporation, by-laws or
other constitutive documents of such Seller, or any agreement or
other instrument binding upon such Seller or any judgment, order or
decree of any governmental body, agency or court having
jurisdiction over such Seller, and no consent, approval,
authorization or order of, or qualification with, any governmental
body or agency is required for the performance by such Seller of
its obligations under this Agreement.
SECTION 2.3
Ownership of Shares . As of the date hereof and at the
Closing Date, each Seller owns and will own, be
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